Royalty Reductions definition
Examples of Royalty Reductions in a sentence
In no event will the aggregate Royalty amount due to a Party in any given Calendar Quarter during the Royalty Term for any Licensed Product be reduced by more than [***] of the amount that otherwise would have been due and payable to such Party in such Calendar Quarter for such Licensed Product but for the reductions set forth in Section 9.2.3(a) through Section 9.2.3(c) (Royalty Reductions).
Subject to 11.7.3 (Cumulative Effect of Royalty Reductions), on a Product-by-Product and country-by-country basis, if an event of a Loss of Market Exclusivity for a Product in any country has occurred, then the Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to such Product in such country will be reduced by [***]%.
Notwithstanding anything to the contrary, the reductions with respect to any Product in any Calendar Quarter during the applicable Royalty Term in any country pursuant to Section 3.2.2 (Royalty Reductions) and Section 3.2.3 (Third Party Royalties) shall not reduce the royalty rate provided in Section 3.2.1 by more than [***] in the aggregate (i.e., the royalty rate shall be no lower than [***], depending on royalty tier).
On a country-by-country and Licensed Product-by-Licensed Product basis, if at any time during the Initial Royalty Term a Generic Product receives Regulatory Approval in a country in the Otsuka Territory, then, subject to Section 9.3.2(e) (Royalty Reductions Floor), the royalty rates set forth in Table 9.3.1 will be reduced by [***] for such Licensed Product in such country.
To the Knowledge of the Seller, other than with respect to any Royalty Reductions under Section 11.5.3 of the License Agreement, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Licensee to claim, or have the right to claim, a Royalty Reduction.
Notwithstanding anything to the contrary, the reductions with respect to any Product in any Calendar Quarter during the applicable Royalty Term in any country pursuant to Section 3.2.2 (Royalty Reductions) and Section 3.2.3 (Third Party Royalties) shall not reduce the royalty rate provided in Section 3.2.1 by more than [***] in the aggregate (i.e., the royalty rate shall be no lower than [***]).
The Seller agrees to notify the Buyer in writing as promptly as possible (and in any event within [**]) of becoming aware of any actual or potential Royalty Reductions, including Permitted Royalty Reductions.
Notwithstanding anything to the contrary, the maximum aggregate reduction with respect to royalties payable on any Product in any calendar quarter during the applicable Royalty Term in any country pursuant to Section 3.3.2 (Royalty Reductions) and Section 3.3.3 (Third Party Royalties) shall be [***].
The sole recourse of the Buyer against the Seller in respect of the Assigned Royalty Payments will be (a) for Royalty Reductions, only to the extent permitted under Section 5.3 hereof, and (b) claims by the Buyer for breach of the representations, warranties, and covenants of the Seller set forth herein.
In no event will the Royalties due to Ionis for a Licensed Product in a country in the Otsuka Territory [***] set forth in this Section 9.3.2 (Royalty Reductions).